BYLAWS

 

 

 

 

 

Bylaws of the

Chinese American Association of Newton (CAAN)

Newton, Massachusetts

2nd draft

December 24, 2015

Index

Article I Name
Article II Fiscal Year
Article III Purposes
Article IV Basic Policies
Article V Membership
Article VI Executive Committee
Article VII Subcommittees
Article VIII Elections
Article IX Duties of Officers
Article X Indemnification
Article XI              Periodic Reviews and Revisions

 

 

 

Bylaws

Chinese American Association of Newton

 

ARTICLE I:               NAME

The name of this organization is Chinese American Association Newton, and doing business as Chinese American Association of Newton or CAAN. The Chinese American Association of Newton registered in the City of Newton, Massachusetts.

For convenience, the organization shall be referred to in these bylaws as the Chinese American Association Newton, “CAAN” or as the “Association.”

 

ARTICLE II:             FISCAL YEAR

The fiscal year of the Association shall begin on January 1 and end on December 31.

 

ARTICLE III:             PURPOSES

Section 1:

The purposes of CAAN are as follows:

  • To represent Chinese-American interests in important city-wide activities especially, but not limited to, cultural and public school education, local issues, and diversity.
  • To provide members with opportunities for involvement in the Newton community through volunteerism, networking, and social events.

Section 2:

The purposes of CAAN are promoted through advocacy, cultural awareness, and educational programs directed toward city residents, officials, and the general public; developed through designated projects and programs; and governed and qualified by the basic policies set forth in Article IV below.

 

 

ARTICLE IV:            BASIC POLICIES

The following are the basic policies of the CAAN:

  1. The organization shall be nonsectarian, and nonpartisan.
  2. The organization shall work with city officials, residents, and groups as needed, consistent with achievement of the Association mission statement. CAAN shall seek to participate in decision making process(es), where possible, to achieve the goals of the Association and/or specific CAAN programs.
  3. The organization shall work to promote the CAAN missions and specific program objectives. The Association shall seek to promote collaboration between individuals and groups, as needed, and the community at large.
  4. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, directors, trustees, officers or other private individuals except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III
  5. Upon the dissolution of the organization, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to the organizations that previously received financial support from the CAAN, and the City of Newton or its designee, as approved by the Executive Committee.
  6. CAAN is authorized to raise funds for the benefit of its mission and its programs and any other projects or efforts deemed necessary and appropriate by CAAN and which have been approved by its Executive Committee.
  7. CAAN shall consist of the Executive Committee and its Officers, Chairs and members of the respective Subcommittees, and members of the Association.

 

ARTICLE V:           MEMBERSHIP

Section 1:

Participation in the Association and CAAN-sponsored programs shall be made available without regard to gender, ethnicity, religious beliefs, or sexual orientation.

Section 2:

Members must provide a valid e-mail address, phone number(s), and a residential Newton address.  Owners of businesses located in Newton can provide their business address in lieu of a residential address. All valid e-mail addresses will be added to the listserv/mailing list in order to receive timely information and notices provided by CAAN.

A membership application form is posted to our website and must be completed for consideration, including agreement to abide by these bylaws.  CAAN does not charge a membership fee, but as a non-profit organization, we strongly encourage our members making an annual donation in support of CAAN’s community service programs and activities.

Membership in CAAN is pending review and approval of the completed application form by the CAAN Executive Committee. Granting of membership is at the sole discretion of the CAAN Executive Committee.

Section 3:

Duly registered and approved members are eligible to participate in all CAAN activities. Members are especially encouraged to participate in CAAN subcommittees, sponsored and city-wide activities, as well as nomination for Executive Committee offices, subcommittee leadership, and voting in elections.

Section 4:

Prevailing industry-standard list management activities must be conducted at least once per year to ensure an accurate mailing list for Association communications.

Storage and backup procedures for electronic membership records must be reviewed at least once per year and implemented at periodic intervals each year.

 

 

ARTICLE VI:            EXECUTIVE COMMITTEE

Section 1:

The CAAN Executive Committee shall consist of the Officers of the Association and respective Subcommittee Chairs.

Its duties shall be:

  1. To transact necessary business during and between Association meetings and such other business as may be referred to it by the Association;
  2. Set the overall direction of the Association;
  3. To create and staff subcommittees to carry on the specific business of the association, and to approve their plans and work;
  4. To create and staff standing or special committees to carry on the business of the association and to approve their plans and work;
  5. To draft, approve, and track an annual budget for the current year and also projected forward two years;
  6. To expend funds of the Association and to see that a minimum of $1000 remains at the end of the fiscal year, except for extraordinary circumstances approved by the Executive Committee and the dissolution of the organization;
  7. To consider and act on, within a reasonable time, any proposal or matter presented.
  8. To approve routine bills within the limits of the budget;
  9. To present a report at the annual meeting of the Association.

 

Section 2:

The CAAN Executive Committee shall meet at least once per quarter, and more frequently as the volume of business and the timeliness of resolving such business issues dictate.  The number of Executive Committee members needed to achieve quorum, and therefore to conduct official business, in an Executive Committee meeting shall be at least 50% of the Executive Committee members, plus one.  Attendance will be taken and noted in the meeting minutes.

 

Section 3:

A financial report should be prepared and presented for review by the Executive Committee at each of their meetings. A financial report must also be prepared and presented at the annual meeting of the Association.

 

Section 4:

Regular meetings of the Executive Committee shall be held during the year, traditionally the second Friday of the month. Special meetings of the Executive Committee may be called by the President or by a majority of the members of the Executive Committee, with at least three business days notice being given.

 

ARTICLE VII:          SUBCOMMITTEES

Section 1:

Regular meetings of each CAAN Subcommitee shall be held during the year, ideally no less than four per year, more frequently as issues and business dictates. Dates of the meetings shall be determined by the respective Subcommittee Chair and announced to both the Executive Committee and the Subcommittee members at least one week before the meeting.

At least 24 hours notice shall be given to subcommittee members, by e-mail and phone, of any change of date, where applicable.

Section 2:

At least 50% of Subcommittee members, plus one, shall be in attendance to constitute a quorum for the transaction of business in any properly called subcommittee meeting. Subcommittee meetings are open to all members, but the privileges of making motions and voting at CAAN Subcommittee meetings shall be limited to members of the CAAN Subcommittee who are present.

Section 3:

Each Subcommittee Chair, or designee, shall provide a verbal report at Executive Committee meetings. Such reports should include, but not be limited to, status and progress of the projects being handled; results of votes taken; next steps and action required by the Executive Committee and/or general membership.

Section 4:

Standing Subcommittees include those listed below and may be amended by the Executive Committee:

  1. Event Task Force
  2. Marketing and Outreaching
  3. Community/Public Relationships
  4. Education/Schools
  5. Membership Database
  6. Website Management
  7. Fund Raising

ARTICLE VIII:           ELECTIONS

Section 1:

The officers of the CAAN Executive Committee shall be a President or Co-Presidents, one Vice President, a Secretary, and a Treasurer.

Section 2:

Elections for Officer positions should be held at the annual meeting. Vacancies can be appointed by the President of the Executive Committee, where possible, to fill the remaining term. Alternatively, vacancies can be filled by majority vote of the Executive Committee.

Officers shall be elected by voice vote, or ballot vote if needed, at the annual meeting regularly scheduled in August. In a contested race, the candidate receiving the majority of votes cast will be declared the winner.

To be eligible for re-election as an Executive Committee officer, he or she must actively attend at least 75% of the CAAN Executive Committee meetings held during their term.

Section 3:

A slate of candidates for election should be offered by an ad hoc Nominating Committee comprised of members selected by the President (or Co-Presidents). Each candidate will be introduced and given a brief opportunity to speak, if desired. Nominations for each officer will be taken from the floor and each nominated candidate will also have a brief opportunity to speak. Uncontested races will be voted as a single motion; contested races voted individually.

Section 4:

The following provisions shall govern the qualifications and eligibility of individuals to be CAAN officers:

  1. Each officer must be a member of the Association.
  2. Each officer is not eligible to serve more than two two-year terms in the same position, except in that situation where a qualified officer has agreed to extend his/her term in the absence of a qualified successor and as approved by a majority vote of the CAAN Executive Committee.
  3. In the event that there are two vacancies for co-president in any year, an interim President will be elected to fill a one-year term.

Section 5:

Officers shall assume their official duties following the close of the CAAN annual meeting and shall serve for a term of 2 years or until their successors are elected or appointed. Transitions to newly elected officers should be completed before the next meeting of the Executive Committee.

Section 6:

A vacancy occurring in the office of President shall be filled for the remainder of the unexpired term by the Vice President. A vacancy in any other office other than the President shall be filled by the Executive Committee.

Section 7:

When an Officer is not fulfilling the responsibilities of the office as prescribed in the bylaws, or engages in conduct which the Executive Committee determines to be injurious to the organization or its purposes, the Executive Committee may by a two-thirds (2/3) affirmative vote, take such action as it determines appropriate, which may include: (1) asking for the resignation of the officer: (2) making a formal recommendation that the officer be removed from office following a hearing conducted in accordance with due process outlined below.

Due Process:  A “no confidence” hearing must be conducted following a two-thirds (2/3) affirmative vote recommending that the officer be removed from office.

  1. The officer must be given written notice no less than fourteen (14) calendar days in advance of said hearing;
  2. The written notice shall contain the reasons for the proposed removal, and shall be mailed certified mail, return receipt requested, to the last address of the officer shown on the Association’s records;
  3. The officer must be given an opportunity to address the Executive Committee, either orally or in writing;
  4. Not more than five (5) days following the hearing, the Executive Committee shall convene again to vote whether the officer will be removed from office;
  5. A two-thirds (2/3) vote of the Executive Committee shall be sufficient to remove the officer from office;
  6. The removal vote shall be recorded in the Executive Committee’s hearing minutes and shall specify the number of voting in favor of and against such removal.

ARTICLE IX:          DUTIES OF OFFICERS

Section 1:

The President(s) shall:

  1. Preside at all meetings of this association;
  2. Serve as an ex-officio member of select committees except the nominating committee;
  3. Act as one of the signatories for Association financial accounts;
  4. Coordinate the work of the officers and committees of this Association;
  5. Assist with the duties of the officers and committees if needed and to the extent possible;
  6. Perform such other duties as may be directed by the Executive Committee.

Section 2:

The Vice-President shall:

  1. Act as aide to the President;
  2. In instances of the President’s absence or inability to serve as determined by the Executive Committee, perform the duties of the President;
  3. Serve as an ex-officio member of select committees except the nominating committee;
  4. Perform such other duties as may be directed by the President, or the Executive Committee.

 

Section 3:

The Secretary shall:

  1. Record the summary actions of all Executive Committee meetings, including attendance;
  2. Be prepared to read the records of any previous meetings;
  3. File and retain all records;
  4. Have a current copy of bylaws;
  5. Maintain a membership mailing list, in conjunction with Website Subcommittee;
  6. Perform such duties as may be directed by the President, or Executive Committee.

Section 4:

The Treasurer shall:

  1. Have responsibility for all Association funds, including signatory for Association financial accounts, per direction of the Executive Committee;
  2. Prepare a budget, approved by the Executive Committee, for presentation to the membership at the Annual meeting;
  3. Maintain a full and accurate account of receipts and expenditures of this Association;
  4. Make disbursements as authorized by the President(s) or the Executive Committee in accordance with the adopted budget;
  5. Have all expenditures not included in the original budget approved by the Executive Committee;
  6. Present a financial statement at every meeting of this Association and at other times when requested by the Executive Board;
  7. Present an annual Treasurer’s report of this Association at the annual meeting;
  8. Have the accounts audited internally when a person who has signature authority leaves the Executive Committee. This is to be completed by an internal audit committee, selected by the Executive Committee, at least two weeks before the meeting at which the successor assumes their duties;
  9. Perform such other duties as may be directed by the President(s) or the Executive Board.

Section 5:

Accounts and records of the Association shall at all reasonable times be open to inspection by the Executive Committee.

Section 6:

All officers shall deliver to their successors all official materials not later than 30 days following the election of their successor, or upon resignation.

 

ARTICLE X:             INDEMNIFICATION

CAAN and the Association leadership are volunteers working to further the Association objectives and its mission as stated in Article III above. Except in cases of obvious malfeasance, there is no intent to harm or otherwise injure any individual, group, or organization through or by the actions of the Association and its leadership.

All CAAN Officers, Executive Committee members, Chairs and members of Subcommittees and Special Committees shall be indemnified and held harmless from liability in the course of conducting official Association business.

All CAAN Executive Committee members, Directors, or Subcommittee Chairs, who are involved in litigation by reason of his or her position as an Officer or Director of this Association shall be indemnified and held harmless by the Association to the fullest extent authorized by law as it now exists or may subsequently be amended. In the case of amendments, indemnification is only to the extent that such amendment(s) permit the Association to provide broader indemnification rights.

 

ARTICLE XI:             Periodic Reviews and Revisions

 

To ensure the Association operates in a manner consistent with its stated purposes, and does not engage in activities that could jeopardize its tax-exempt status, periodic revision of the Association’s bylaws and reviews of its programs and activities shall be conducted.  Any revision of the bylaws must be approved by at least two thirds of the Executive committee members.

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